UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒                 Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AKEBIA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

n/a

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Akebia Therapeutics, Inc.

245 First Street

Cambridge, MA 02142

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

The 20202021 Annual Meeting of Stockholders, or the Annual Meeting, of Akebia Therapeutics, Inc., or the Company or Akebia, will be held on June 5, 2020,2, 2021, at 10:00 a.m. Eastern Time at to be held at our headquarters located at 245 First Street, Cambridge, Massachusetts 02142.in a virtual meeting format via live webcast. The purposes of the meeting are as follows:

Our Board of Directors recommends that you vote “FOR” each of the Class IIII director nominees (Proposal 1), and “FOR” each of Proposals 2 3, and 5, and “1 year” for the frequency of the advisory vote on executive compensation (Proposal 4).3.

Each outstanding share of our common stock, par value $0.00001 per share (Nasdaq: AKBA), or our Common Stock, (Nasdaq: AKBA) entitles the holder of record as of 5:00 p.m. Eastern Time on April 9, 2020,12, 2021, referred to as the record date, to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You will be able to attend the Annual Meeting virtually, vote, submit questions and examine a list of the Company’s registered stockholders by visiting www.virtualshareholdermeeting.com/AKBA2021 and using your unique control number found on a Notice Regarding the Availability of Proxy Materials, or the Notice, or the proxy card. You will not be able to attend the Annual Meeting physically in person. If you have technical difficulties or trouble accessing the virtual meeting, there will be technicians ready to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

We are also pleased to take advantage of U.S. Securities and Exchange Commission, or SEC, rules that allow companies to furnish their proxy materials over the Internet. We are mailing our stockholders a Notice Regarding the Availability of Proxy Materials, or the Notice instead of a paper copy of our proxy materials. The Notice contains instructions on how to access the documents and cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials. Stockholders who previously elected not to receive a Notice will instead receive a paper copy of the proxy materials by mail. The notice and access process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you attend the Annual Meeting virtually, we urge you to vote your shares by following the instructions in the Notice and submitting your proxy by the Internet, telephone or by signing,

dating and returning the proxy card included in these materials in order to ensure the presence of a quorum. If you choose to attend the Annual Meeting, you may still vote your shares in person even if you have previously voted or returned your proxyduring the Annual Meeting by any offollowing the methods described in our proxy statement.instructions available on the meeting website at www.virtualshareholdermeeting.com/AKBA2021. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.

TABLE OF CONTENTS

i

Akebia Therapeutics, Inc.

245 First Street

Cambridge, MA 02142

PROXY STATEMENT FOR 20202021 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This Proxy Statement, along with the accompanying Notice of 2021 Annual Meeting of Stockholders, contains information about the 2021 Annual Meeting of Stockholders of Akebia Therapeutics, Inc., including any adjournments or postponements thereof, or the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m. Eastern Time, on June 2, 2021. The Annual Meeting will be a virtual meeting via live webcast. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting accessing www.virtualshareholdermeeting.com/AKBA2021 and entering the control number included in the Notice Regarding the Availability of Proxy Materials, or the Notice or proxy card you receive.

In this Proxy Statement, we refer to Akebia Therapeutics, Inc. as “Akebia,” “the Company,” “we” and “us.”

This Proxy Statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.

Why is the Company soliciting my proxy?

The Board of Directors of Akebia is soliciting your proxy to vote at the Annual Meeting, to be held virtually via live webcast on June 2, 2021 at 10:00 a.m. Eastern Time, and any adjournments thereof. This Proxy Statement and the accompanying Notice of 2021 Annual Meeting of Stockholders summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

Why is the Company holding a virtual Annual Meeting?

This year, our Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person physically. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/AKBA2021 shortly before the Annual Meeting time, and follow the instructions for downloading the Webcast. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern Time, and you should allow ample time to test your computer and for the check-in procedures. You need not attend the Annual Meeting in order to vote.

We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication.

What happens if there are technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual meeting website, please call the technical support number that will be posted on the Annual Meeting log-in page.

When will this Proxy Statement and the accompanying materials be made available to stockholders?

On April 23, 2020, we began sendingWe intend to commence distribution of the Notice, and, if applicable, the proxy materials, to all stockholders entitled to vote at the Annual Meeting.Meeting on or about April 22, 2021. The proxy materials, including the Notice of 2020

2021 Annual Meeting of Stockholders, the accompanying proxy card, this Proxy Statement and the Annual Report will be made available to stockholders on the Internet on the same date. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 20202021 Annual Meeting of Stockholders, Proxy Statement and Annual Report are available on our website, no information contained on such website is incorporated by reference in or considered to be a part of this document. Stockholders who previously elected not to receive a Notice will instead receive a paper copy of the proxy materials by mail.

Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending athe Notice to our stockholders. All stockholders will have the ability to access the proxy materials on the website referenced in the Notice and to request to receive, free of charge, a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet or through email to help reduce the environmental impact of our Annual Meeting.

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your vote for the Annual Meeting because you owned shares of our common stock, par value $0.00001 per share, or our Common Stock, as of 5:00 p.m. Eastern Time on the record date. We have made available to you on the Internet or have sent you by mail this Proxy Statement, the Notice of 20202021 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report.

When is the record date for the Annual Meeting?

The Company’s Board of Directors fixed the record date for the Annual Meeting as of 5:00 p.m. Eastern Time on April 9, 2020.12, 2021. Only stockholders who owned Common Stock as of 5:00 p.m. Eastern Time on April 9, 202012, 2021 are entitled to vote at the Annual Meeting.

How many votes can be cast by all stockholders?

A total of 130,265,806159,907,713 shares of Common Stock of the Company were outstanding on April 9, 202012, 2021 and are entitled to be voted at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter.

If your shares of Common Stock are held by a bank, broker or other nominee, you may vote:

Can my broker vote on my behalf?

Stock exchange rules allow brokers to vote on your behalf for certain matters if you do not provide voting instructions with respect to your shares. The proposals to approve the amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (Proposal 2) andproposal to ratify the selection of Ernst & Young LLP, or Ernst & Young, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20202021 (Proposal 5) are proposals3) is a proposal on which brokers are expected to have discretionary voting authority under applicable stock exchange rules.

How many votes are required for approval of different matters and what are the Board of Directors’ recommendations on how to vote my shares?

Who pays the cost of soliciting proxies?

The Company will pay the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and other vendors for forwarding solicitation material to beneficial owners of our outstanding Common Stock. The Company may solicit proxies by mail, personal interview, telephone or via the Internet through its officers, directors and other management employees, who will receive no additional compensation for their services. We may also utilize the assistance of third parties in connection with our proxy solicitation efforts, and we would compensate such third parties for their efforts. We have engaged onedo not currently plan to engage any such third party, MacKenzie Partners, Inc., or Mackenzie Partners, to assist in the solicitation of proxies and provide related advice and informational support, for services fees of up to $9,500 and the reimbursement of certain expenses.party.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted. If the Annual Meeting is adjourned or postponed for any reason, at any subsequent reconvening of the Annual Meeting your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy.

What does it mean if I receive more than one proxy card or voting instruction form?

If you receive more than one proxy card or voting instruction form, it may be because you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Nicole R. Hadas, Corporate Secretary, at (617)871-2098871-2098. or MacKenzie Partners, our proxy solicitor assisting us in connection with the Annual Meeting, toll-free at(800) 322-2885 or at(212) 929-5500 or via email to proxy@mackenziepartners.com. If your shares are held by a bank, broker or other nominee, please call the telephone number provided on your voting instruction form or contact your bank, broker or nominee holder directly.

Can I elect to receive electronic delivery of the Company’s proxy materials?

Most stockholders who previously elected to receive printed copies of our proxy materials can elect to view future proxy materials over the Internet instead of receiving paper copies in the mail. You can choose this option and access the information you need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

OVERVIEW OF PROPOSALS

This Proxy Statement contains fivethree proposals requiring stockholder action. Proposal 1 requests the election of threetwo directors to the Board of Directors. Proposal 2 requests approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 175,000,000 to 350,000,000. Proposal 3 requests approval of our executive compensation. Proposal 4 requests a recommendation for the frequency of future advisory votes on our executive compensation. Proposal 53 requests the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. All proposals are discussed in more detail in the pages that follow.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall be elected for the unexpired term of his or her predecessor in office and until the director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The terms of the Class IIII directors are scheduled to expire on the date of the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors’ nominees for election by the stockholders as the Class IIII directors are the threetwo current Class IIII members: Adrian Adams, Maxine Gowen,Steven C. Gilman, Ph.D. and Michael Rogers.Cynthia Smith. If elected, each Class IIII nominee will serve as a director until the 20232024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Mark J. Enyedy will not be standing for re-election as a Class I director at the Annual Meeting.

It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class IIII director nominees to the Board of Directors. The Company has no reason to believe that any nominee will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting.

Nominees for Directors

The names of the nominees for Class IIII directors and certain information about each nominee are set forth below.

expected departure nor Dr. Gowen’s departure is in any way due to any disagreement with the Company, its operations, policies or practices, or is the result of a removal “for cause.” Following the Annual Meeting as approved by our Board of Directors, the number of director seats will be reduced from ten to nine so that there will be no vacancy on the Board following Mr. Enyedy’s departure, and on June 6, 2021, the number of director seats will be reduced from nine to eight so that there will be no vacancy on the Board following Dr. Gowen’s departure.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR DIRECTOR

(PROPOSAL 1 ON YOUR PROXY CARD)

DIRECTOR BIOGRAPHIES

The biographical information about the nominees for director is set forth below.

Class IIII Director Nominees

Adrian Adams has served as a member of our Board of Directors since completion of the Company’s merger with Keryx Biopharmaceuticals, Inc., or Keryx, in December 2018, or the Merger. From February 2016 to January 2019, Mr. Adams served as Chief Executive Officer of Aralez Pharmaceuticals Inc., a pharmaceutical company that focuses on the development, acquisition and commercialization of cardiovascular, pain and other therapies (now Old API Wind-Down Ltd. (Nasdaq: ARLZ)), and was a member of the Aralez Board of Directors from February 2016 to March 2019. From May 2015 to February 2016, Mr. Adams was the Chief Executive Officer and served on the Board of Directors of POZEN, Inc., a pharmaceutical company which was combined with Tribute Pharmaceuticals Canada Inc. to become Aralez Pharmaceuticals Inc. in 2016. In August 2018, Aralez voluntarily commenced restructuring proceedings in Canadian Court and its U.S.-based subsidiaries, including POZEN, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Adams served as Chief Executive Officer, President and a director of Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, from December 2011 until January 2015, when it was acquired by Endo International plc. Prior to these roles, Mr. Adams served in several chief executive officer positions at leading specialty pharmaceutical companies including Kos Pharmaceuticals, Inc., Sepracor, Inc. and Inspire Pharmaceuticals, Inc. Mr. Adams served as Chief Executive Officer of Neurologix, Inc., a company which filed for bankruptcy under Chapter 7 in 2012, from September 2011 until November 2011. Mr. Adams has also held general management and senior international and national marketing positions at Novartis, SmithKline Beecham and Imperial Chemical Industries (now part of AstraZeneca). Mr. Adams also serves as the Chairman of the Board of Directors at AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX) and Chairman of the Board of Directors of Impel Neuropharma Inc. Mr. Adams graduated from the Royal Institute of Chemistry at Salford University. We believe that Mr. Adams is qualified to serve on our Board of Directors due to his more than 30 years of experience in the pharmaceutical and biotechnology industries.

Maxine Gowen, Ph.D.,has served as a member of our Board of Directors since 2014. Dr. Gowen has been Chief Executive Officer of Tamuro Bio, a privatestart-up biotechnology company focused on metabolic diseases, since January 2020, and was the Founding President and Chief Executive Officer of Trevena, Inc. (Nasdaq: TRVN), a clinical stage biopharmaceutical company developingG-protein coupled receptors biased ligands, from 2007 to October 2018, and has served as a member of Trevena’s Board of Directors since 2008. Dr. Gowen previously held a variety of leadership roles at GlaxoSmithKline, or GSK, over a period of 15 years. As Senior Vice President for GSK’s Center of Excellence for Drug Discovery, she developed an innovative new approach to externalizing drug discovery. Dr. Gowen was previously President and Managing Partner at SR One, the venture capital subsidiary of GSK, where she led its investments in and served on the boards of directors of numerous companies. Dr. Gowen also previously served as Vice President, Drug Discovery, Musculoskeletal Diseases at GSK, where she was responsible for drug discovery and early development for osteoporosis, arthritis and metastatic bone disease. Dr. Gowen served on the Board of Directors of Human Genome Sciences, Inc. from January 2008 to July 2012, when it was acquired by GSK. In addition to Dr. Gowen’s continued service as a director of Trevena, Inc., she currently serves on the Boards of Directors of Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) and Aclaris Therapeutics, Inc. (Nasdaq: ACRS). In addition, Dr. Gowen serves on the private company Boards of Directors of Tamuro Bio, Panorama Therapeutics, Inc., and the Biotechnology Innovation Organization’s Pennsylvania affiliate, LifeSciences Pennsylvania. She previously served on the Boards of Directors of Pagus: Africa and the Biotechnology Innovation Organization. Dr. Gowen graduated with a B.Sc. in biochemistry from the University of Bristol, U.K., received a Ph.D. in cell biology from the University of Sheffield, U.K., and received an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Dr. Gowen is qualified to serve on our Board of Directors due to her leadership experience at public companies and in the biopharmaceutical industry.

decrease to eight directors and that there will be no vacancies on the Board. Set forth below is the biographical information for the members of the Board of Directors who are not standing for re-election at the Annual Meeting.

positions at Amgen andHoffmann-La Roche. Mr. Butler currently serves on the Board of Directors of Zynerba Pharmaceuticals, Inc. (Nasdaq: ZYNE). From 2013 to 2016, Mr. Butler served on the Board of Directors of Relypsa, Inc. From 2015 to 2017, Mr. Butler served on the Board of Directors of Keryx and was Chairman of

Class III Directors

Adrian Adams has served as a member of our Board of Directors since completion of the Merger. From February 2016 to January 2019, Mr. Adams served as Chief Executive Officer of Aralez Pharmaceuticals Inc., a pharmaceutical company that focuses on the development, acquisition and commercialization of cardiovascular, pain and other therapies (now Old API Wind-Down Ltd. (Nasdaq: ARLZ)), and was a member of the Aralez Board of Directors from February 2016 to March 2019. From May 2015 to February 2016, Mr. Adams was the Chief Executive Officer and served on the Board of Directors of POZEN, Inc., a pharmaceutical company which was combined with Tribute Pharmaceuticals Canada Inc. to become Aralez Pharmaceuticals Inc. in 2016. In August 2018, Aralez voluntarily commenced restructuring proceedings in Canadian Court and its U.S.-based subsidiaries, including POZEN, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Adams served as Chief Executive Officer, President and a director of Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, from December 2011 until January 2015, when it was acquired by Endo International plc. Prior to these roles, Mr. Adams served in several chief executive officer positions at leading specialty pharmaceutical companies including Kos Pharmaceuticals, Inc. (prior to its acquisition by Abbot in 2006), Sepracor, Inc. (prior to its acquisition by Dainippon Sumitomo Pharma Co., Ltd. in 2009) and Inspire Pharmaceuticals, Inc. (prior to its acquisition by Merck in 2011). Mr. Adams served as Chief Executive Officer of Neurologix, Inc., a company which filed for bankruptcy under Chapter 7 in 2012, from September 2011 until November 2011. Mr. Adams has also held general management and senior international and national marketing positions at Novartis, SmithKline Beecham and Imperial Chemical Industries (now part of AstraZeneca). Mr. Adams also serves as the Chairman of the Board of Directors at AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX) and Chairman of the Board of Directors of Impel Neuropharma Inc. Mr. Adams graduated from the Royal Institute of Chemistry at Salford University. We believe that Mr. Adams is qualified to serve on our Board of Directors due to his more than 30 years of experience in the pharmaceutical and biotechnology industries.

Maxine Gowen, Ph.D. has served as a member of our Board of Directors since 2014 and, as previously disclosed, has notified us that she plans to step down as a director on June 6, 2021. Dr. Gowen has been Chief Executive Officer of Tamuro Bio, aprivate start-up biotechnology company focused on metabolic diseases, since January 2020, and was the Founding President and Chief Executive Officer of Trevena, Inc. (Nasdaq: TRVN), a clinical stage biopharmaceutical company developing G-protein coupled receptors biased ligands, from 2007 to October 2018, and has served as a member of Trevena’s Board of Directors since 2008. Dr. Gowen previously held a variety of leadership roles at GlaxoSmithKline, or GSK, over a period of 15 years. As Senior Vice President for GSK’s Center of Excellence for Drug Discovery, she developed an innovative new approach to externalizing drug discovery. Dr. Gowen was previously President and Managing Partner at SR One, the venture capital subsidiary of GSK, where she led its investments in and served on the boards of directors of numerous companies. Dr. Gowen also previously served as Vice President, Drug Discovery, Musculoskeletal Diseases at GSK, where she was responsible for drug discovery and early development for osteoporosis, arthritis and metastatic bone disease. Dr. Gowen served on the Board of Directors of Human Genome Sciences, Inc. from January 2008 to July 2012, when it was acquired by GSK. In addition to Dr. Gowen’s continued service as a director of Trevena, Inc., she currently serves on the Boards of Directors of Idera Pharmaceuticals, Inc. (Nasdaq: IDRA), Aclaris Therapeutics, Inc. (Nasdaq: ACRS) and Passage Bio, Inc. (Nasdaq: PASG). In addition, Dr. Gowen serves on the private company Boards of Directors of Tamuro Bio, Panorama Therapeutics, Inc., and the Biotechnology Innovation Organization’s Pennsylvania affiliate, LifeSciences Pennsylvania. She previously served on the Boards of Directors of Pagus: Africa and the Biotechnology Innovation Organization. Dr. Gowen graduated with a B.Sc. in Biochemistry from the University of Bristol, U.K., received a Ph.D. in Cell Biology from the University of Sheffield, U.K., and received an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Dr. Gowen is qualified to serve on our Board of Directors due to her leadership experience at public companies and in the biopharmaceutical industry.

Michael Rogers has served as a member of our Board of Directors since completion of the Merger in December 2018. Mr. Rogers had served asChairman of the Board of Directors of Keryx from September 2017 until

completion of the Merger, and a member of the Board of Directors of Keryx from March 2016 until completion of the Merger. He has served as Chief Financial Officer of Apnimed, Inc., a clinical stage pharmaceutical company focused on developing oral medicines to treat Obstructive Sleep Apnea (OSA) and related disorders, since November 2020. He previously served as Chief Financial Officer of Aerpio Pharmaceuticals, Inc. (Nasdaq: ARPO), a biopharmaceutical company focused on advancing first-in-class treatments for ocular diseases, from November 2017 until October 2019. Prior to Aerpio, Mr. Rogers was Chief Financial Officer of Acorda Therapeutics, Inc. (Nasdaq: ACOR), a biotechnology company developing and commercializing therapies to treat neurological disorders, from October 2013 to October 2016. From 1999 to 2009, Mr. Rogers was the Chief Financial Officer of Indevus Pharmaceuticals, Inc. until the company’s sale to Endo Pharmaceuticals, Inc. He also served as Chief Financial Officer at BG Medicine, Inc. (OCTCMKTS: BGMD), Advanced Health Corporation and Autoimmune Inc. Prior to his roles as chief financial officer, Mr. Rogers was an investment banker at Lehman Brothers and PaineWebber, where he focused on life sciences companies. He previously served on the Board of Directors for EyePoint Pharmaceuticals (Nasdaq: EYPT), formerly pSivida Corp. Mr. Rogers received his B.A. from Union College and an M.B.A. from the Darden School of Business at the University of Virginia. We believe that Mr. Rogers is qualified to serve on our Board of Directors due to his more than 25 years of financial experience and executive leadership in the biotechnology industry.

LeAnne M. Zumwalt has served as a member of our Board of Directors since February 2021. From January 2000 to January 2021, Ms. Zumwalt served in various roles at DaVita Inc., or DaVita, one of the largest providers of kidney care services in the United States. From July 2011 to January 2021, Ms. Zumwalt served as DaVita’s Group Vice President, Government Affairs, and from November 2007 to June 2020 also led DaVita’s purchasing operations. From January 2000 to July 2011, Ms. Zumwalt served as a Vice President of DaVita in many capacities, including as Vice President, Investor Relations from January 2000 to October 2009. From 1997 to 1999, Ms. Zumwalt served as the Chief Financial Officer of Vivra Specialty Partners, Inc., a privately held healthcare service and technology firm. From 1991 to 1997, Ms. Zumwalt held various executive positions, including Chief Financial Officer, at Vivra Incorporated, a publicly held provider of renal dialysis services and other healthcare services. Prior to joining Vivra Incorporated, Ms. Zumwalt was a Senior Manager at Ernst & Young LLP. From July 2018 to December 2020, Ms. Zumwalt served on the Board of Directors of Adeptus Health Inc., a privately held healthcare services company, and from November 2001 to September 2017, Ms. Zumwalt served on the Board of Directors of The Advisory Board Company, which provided advice and best practices using research, technology, and consulting to improve healthcare and education institution performance. Ms. Zumwalt received her B.A. in Business Administration from Pacific Union College. We believe that Ms. Zumwalt is qualified to serve on our Board of Directors due to her extensive knowledge and expertise in the U.S. dialysis market.

CORPORATE GOVERNANCE

Board Composition and Structure

Our Ninth Amended and Restated Certificate of Incorporation, as amended, or our Charter, states that the number of directors shall be fixed exclusively by our Board of Directors. Each director holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Our Restated Certificate of IncorporationCharter provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy on the Board of Directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office, even if less than a quorum.

Our Restated Certificate of IncorporationCharter provides that our Board of Directors is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors previously identified serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our Restated Certificate of IncorporationCharter and our bylaws, our Class I directors will serve until the 2021 annual meeting of stockholders;Bylaws, our Class II directors will serve until the 2022 annual meeting of stockholders; and, if elected, our Class III directors will serve until the 2023 annual meeting of stockholders; and, if elected, our Class I directors will serve until the 2024 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board of Directors among the three classes.

Director Nomination Process

The Nominating and Corporate Governance Committee recommends, and the Board of Directors nominates, candidates to stand for election as directors. While we do not have a formal policy on diversity, the Nominating and Corporate Governance Committee proactively seeks nominees with a broad diversity of experience, professions, skills, gender, race, national origin and backgrounds and considers such factors in evaluating prospective nominees. In 2019, the Board of Directors approved revisions to our Corporate Governance Guidelines, which specifically provide that the Board of Directors considers personal diversity, including age, sex, gender, ethnic and racial diversity, an additional benefit to the Board of Directors as a whole. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular trait is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. Directors should possess strong personal and professional ethics, integrity and values; be business savvy and genuinely interested in the Company; and be committed to representing the long-term interests of our stockholders. The Board of Directors is intended to encompass a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business. Nominees are not discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability or any other basis proscribed by law. The membership criteria applicable to our Board of Directors are set forth in the Company’s Corporate Governance Guidelines, and the Nominating and Corporate Governance Committee will consider such criteria in the context of the existing composition and needs of the Board of Directors and its committees.

Evaluation of Director Candidates

The Nominating and Corporate Governance Committee will make a preliminary review of a prospective candidate’s background, career experience and qualifications based on available information. If a consensus is reached by the Nominating and Corporate Governance Committee that a particular candidate would likely contribute positively to the Board of Directors’ mix of skills and experiences, the Nominating and Corporate Governance Committee will conduct interviews with the candidate and may invite other members of the Board of Directors or executives to interview the candidate to assess the candidate’s overall qualifications. The Nominating and Corporate Governance Committee will consider the candidate and make a recommendation to the full Board of Directors as to whether the candidate should be nominated for election.

Stockholder Recommendations for Director Nominees

The Nominating and Corporate Governance Committee does not have a written policy regarding director candidates recommended by stockholders but has determined that its practice is to consider candidates proposed by stockholders if made in accordance with the requirements set forth in our Restated Certificate of IncorporationCharter and our bylaws.Bylaws. The Nominating and Corporate Governance Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and have the attributes described in our Corporate Governance Guidelines. Stockholders also have the right under Section 1.2(b) of our bylawsBylaws to directly nominate director candidates without any action or recommendation on the part of the Nominating and Corporate Governance Committee or our Board of Directors, by following the procedures set forth under “General Matters—Stockholder Proposals and Nominations.”

Director Independence

Under Nasdaq Listing Rule 5605, a majority of a listed company’s Board of Directors must consist of independent directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit Committee members must also satisfy the independence criteria set forth in Rule10A-3 under the Exchange Act, and Compensation Committee members must also satisfy the independence criteria set forth in Rule10C-1 under the Exchange Act. Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each member of the Board except for Mr. Butler is an “independent director” as that term is defined under Nasdaq Listing Rule 5605(a)(2). Our Board of Directors also determined that each of the current members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee satisfies the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable, including in the case of all members of the Audit Committee, the independence requirements contemplated by Rule10A-3 under the Exchange Act and, in the case of all members of the Compensation Committee, the independence requirements contemplated by Rule10C-1 under the Exchange Act. In making such determinations, our Board of Directors considered their background, employment and affiliations, including family relationships, the relationships that each suchnon-employee director has with the Company and all other facts and circumstances the committee deemed relevant in determining their independence.

There are no family relationships among any of our directors or executive officers. No arrangements or understandings exist between any director or nominee for election as a director and any other person pursuant to whom such person is to be selected as a director or nominee for election as a director.

Board Meetings and Attendance

The Board of Directors held eighttwelve meetings during the year ended December 31, 2019.2020. Each of the incumbent directors attended at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 20192020 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). It is the policy of the Board of Directors to have a separate meeting session for the independent directors generally during every regularly scheduled meeting of the full Board of Directors. Any independent director may request a meeting of the independent directors at any time.

Board Leadership Structure and Role of the Board in Risk Oversight

Board Leadership Structure

As a general policy, our Board of Directors believes that separation of the positions of Chairperson of the Board of Directors and Chief Executive Officer, or CEO, reinforces the independence of the Board of Directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board of Directors as a whole. Accordingly, we currently separate the roles of Chief Executive OfficerCEO and Chairperson of the Board of Directors, with Mr. Butler serving as our President and Chief Executive OfficerCEO and Mr. Adams, who is an independent director, serving as Chairperson of the Board of Directors. As President and Chief Executive Officer,CEO, Mr. Butler is responsible for setting the strategic direction for our Company and theday-to-day leadership and performance of our Company, while Mr. Adams, as Chairperson of the Board of Directors, presides over meetings of the Board of Directors, including executive sessions of the Board of Directors, and performs oversight responsibilities. Our Board of Directors has four standing committees that are chaired by independent directors and consist entirely of independent directors. Our Board of Directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board of Directors. We believe that the independent committees of our Board of Directors and their Chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our Company at this time because it strikes an effective balance between management and independent leadership participation in our Board of Directors meetings.

Risk Oversight

The Board of Directors plays an important role in risk oversight at the Company through its decision-making authority as well as through its oversight of management. In particular, the Board of Directors administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board of Directors and its committees on topics relating to the risks that the Company faces, (2) the required approval by the Board of Directors (or a committee of the Board of Directors) of significant transactions and certain other decisions, (3) the direct oversight of specific areas of the Company’s business by the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and the Research and& Development Committee, and (4) periodic reports from management, the independent auditors and other outside consultants regarding various areas of potential risk including, among others, those relating to our internal control over financial reporting, compliance and cybersecurity matters. The Board of Directors also relies on management to bring significant matters impacting the Company to the attention of the Board of Directors.

Pursuant to the Audit Committee’s charter, the Audit Committee is responsible for reviewing and discussing with management and the Company’s independent registered public accounting firm the Company’s system of internal controls, its critical accounting practices and its policies relating to risk assessment and management. As part of this process, the Audit Committee discusses the Company’s major financial, cybersecurity and compliance risk exposures and steps that management has taken to monitor and control such exposure, and oversees the Company’s efforts to remediate any control deficiencies. In addition, the Audit Committee has establishedestablishes, maintains and oversees procedures for the receipt, retention and treatmentanonymous submission by Company employees of complaints received by the Companyinformation regarding accounting internal accounting controls or auditing matters,matters. The Audit Committee also establishes, maintains and compliance matters.oversees the administration and operation of our Reporting and Compliance Investigations Policy.

Because of the role of the Board of Directors and the Audit Committee in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to the Company’s operations. The Board of Directors acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Research and& Development Committee, each of which is comprised solely of independent directors and is described more fully below. Each such committee operates pursuant to a written charter, and each reviews and assesses the adequacy of its charter annually and submits proposed modifications, if any, to the Board of Directors for approval. The charters for the committees are all available on our website (www.akebia.com) under “Investors” at “Corporate Governance.”

The following table sets forth which directors currently serve onthe composition of each committee of the Board of Directors.

Audit Committee

Our Audit Committee, established in accordance with Exchange Act requirements, is composed of Mark J.Mr. Enyedy, Michael T.Mr. Heffernan, Mr. Rogers and Michael Rogers,Ms. Zumwalt, with Mr. Rogers serving as Chairperson. Ms. Zumwalt joined the Audit Committee in February 2021. Our Board of Directors has determined that Mr. Enyedy, Mr. Heffernan, and Mr. Rogers and Ms. Zumwalt each meet the independence requirements of Rule10A-3 under the Exchange Act and the applicable listing standards of The Nasdaq Global Market. Our Board of Directors has determined that Mr. Rogers is an “Audit Committee financial expert” within the meaning of the SEC regulations and the applicable listing standards of The Nasdaq Global Market. The Audit Committee’s responsibilities include:include, among others:

During the year ended December 31, 2019,2020, the Compensation Committee met threefive times.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of AdrianMr. Adams, MaxineDr. Gowen and CynthiaMs. Smith, with Mr. Adams serving as Chairperson. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of The Nasdaq Global Market. The Nominating and Corporate Governance Committee’s responsibilities include:

During the year ended December 31, 2019,2020, the Nominating and Corporate Governance Committee met fourfive times.

Research and& Development Committee

Our Research and& Development Committee is composed of Steven C.Dr. Gilman, MaxineDr. Gowen, and MylesDr. Wolf, with Dr. Gilman serving as Chairperson.Chairperson until December 2020 and Dr. Wolf serving as Chairperson thereafter. The Research and& Development Committee’s responsibilities relate to the assessment of research and development at the Company, including:

During the year ended December 31, 2019,2020, the Research and& Development Committee met four times.

Hedging Policy

As part of our Insider Trading Compliance Policy, our directors and employees are prohibited from engaging in any hedging transactions of our Common Stock, including through variable prepaid forward contracts, equity swaps and collars, and similar devices.

Code of Conduct and Corporate Governance Guidelines

We have adopted a Code of Conduct that applies to all of our employees, including those employees responsible for financial reporting and officers, directors, vendors, consultants, and contractors, as well as Corporate Governance Guidelines. These documents are available on our website (www.akebia.com) under “Investors” at “Corporate Governance” or by requesting copies in writing from Nicole R. Hadas, Corporate Secretary, at our Cambridge, Massachusetts office. We intend to disclose amendments to the Code of Conduct, or any waivers of its requirements, on our website as may be required by law or the Nasdaq Listing Rules.

DIRECTOR COMPENSATION

Our Compensation Committee engagesengaged with our independent compensation consultant,consultants, Radford, part of the Rewards Solutions practice at Aon plc, or Radford, and Pearl Meyer & Partners, LLC, or Pearl Meyer, to review our director compensation. compensation for 2020 and 2021, respectively.

Our Compensation Committee then reviews and makes recommendations to the Board of Directors with respect to director compensation. Our Board of Directors adopted an Amended and RestatedNon-Employee Director Compensation Program, or the 2019 Director Compensation Program, effective January 30, 2019.2019, and adopted a Non-Employee Director Compensation Program, effective January 26, 2021, or the 2021 Director Compensation Program. The 2019 Director Compensation Program and the 2021 Director Compensation Program are referred to jointly as the Director Compensation Programs. Under the Director Compensation Programs, each director who is not an employee, referred to as anon-employee director, was paid cash compensation during the year ended December 31, 2019,2020, and will be paid cash compensation during the year ending December 31, 2020,2021, as applicable, as follows:

Under the Director Compensation Program,Programs, eachnon-employee director was and is eligible to receive an option to purchase 80,200 shares of our Common Stock under the Akebia Therapeutics, Inc. 2014 Incentive Plan, as amended, or the 2014 Incentive Plan, at the time of his or her initial appointment or election to our Board of Directors, orwith such award to a non-employee director being an Initial Award. Under the 2019 Director Compensation Program, each Initial Awards, whichAward vests as follows: 25% of the stock option vests on the first anniversary of the date of grant and the remaining 75% of the stock option vests ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the fourth anniversary of the date of grant, subject to thenon-employee director’s continuous service through the applicable vesting date. Under the 2021 Director Compensation Program, each Initial Award vests as follows: 33 1/3% of the stock option vests on the first anniversary of the date of grant and the remaining 66 2/3% of the stock option vests ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the third anniversary of the date of grant, subject to the non-employee director’s continuous service through the applicable vesting date.

In addition, under the Director Compensation Programs, each continuingnon-employee director who served on the Board of Directors for at least six months as of the date of the 2019any annual meeting of stockholders was and is eligible to receive, on the date of such annual meeting, an option to purchase 20,100 shares of our Common Stock and a grant of 13,700 restricted stock units, or RSUs, under the 2014 Incentive Plan, each of which will vest in full on the first anniversary of the grant date subject to thenon-employee director’s continuous service through the applicable vesting date. These stock options were and will continue to be granted with an exercise

price equal to the fair market value of a share of our Common Stock on the date of grant and have a10-year term. Our Board of Directors adopted a form of Stock Option Agreement and a form of RSU Agreement under the 2014 Incentive Plan for ournon-employee directors under which if, in connection with a change in control (as defined in the form of Stock Option Agreement and the form of RSU Agreement), the option or the RSU is not assumed or continued, and a new award is not granted in substitution thereof by the acquirer or survivor (or an affiliate of the acquirer or survivor) in accordance with the terms of the 2014 Incentive Plan, the initial and subsequent stock options and RSUs then outstanding will vest in full upon such change in control.

PROPOSAL NO. 2—APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK

On March 26, 2020, our Board of Directors approved, subject to stockholder approval, an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 175,000,000 to 350,000,000. Our Restated Certificate of Incorporation authorizes 175,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, par value $0.00001 per share. The proposed amendment to our Restated Certificate of Incorporation would not increase or otherwise affect our authorized preferred stock. Our Common Stock is all of a single class, with equal voting, distribution, liquidation and other rights. The additional Common Stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding Common Stock.

A copy of the amendment to our Restated Certificate of Incorporation is attached as Appendix A to this proxy statement. If our stockholders approve the proposal, subject to the discretion of the Board of Directors, we will file the amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware as soon as practicable.

Purpose

Our Board of Directors believes that it is in the best interests of our Company and our stockholders to increase the number of authorized shares of Common Stock in order to give us greater flexibility to issue additional shares in the future on a timely basis if such need arises. The increase in the number of authorized but unissued shares of Common Stock would enable the Company, without the expense and delay of seeking stockholder approval, to issue shares from time to time as may be required for proper business purposes, including:

At this time, we do not have any plans, agreements, arrangements, understandings or commitments, written or oral, to issue the additional shares of Common Stock that would be authorized if this proposal is approved by our stockholders.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management and key personnel, and if this proposal is not approved by our stockholders, the lack of unissued and unreserved authorized shares of Common Stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals. In addition, the availability of additional shares of Common Stock for issuance is, in management’s view, prudent and will afford us flexibility, if needed over the longer term, to take advantage of financing opportunities to further strengthen our financial position and/or engage in business combinations, collaborations, partnerships or other strategic transactions that may arise. In short, if our stockholders do not approve this proposal, we may not be able to attract, retain and motivate employees, access the capital markets in a timely manner, complete strategic transactions and/or pursue other business opportunities integral to our growth and success.

EXECUTIVE OFFICERS

Below is the biographical information of the individuals who serve as our executive officers as of April 23, 2020.21, 2021.

John P. Butler’s biography is included under “Director Biographies” above.

Jason A. Amellojoined Akebiaserved as Akebia’s Senior Vice President, Chief Financial Officer and Treasurer in 2013.from 2013 until June 2020. Prior to joining Akebia, Mr. Amello served asExecutive Vice President, Chief Financial Officer and Treasurer of Ziopharm Oncology, Inc. from 2012 to 2013. From 2000 to 2011, Mr. Amello held various positions at Genzyme Corporation, now Sanofi Genzyme, most recently as Senior Vice President, Corporate Controller and Chief Accounting Officer, and led the Strategic Financial Services group through which he served as a key advisor on all of Genzyme’s mergers and acquisitions and other strategic transactions. Earlier in his career, Mr. Amello spent 10 years in the business advisory and assurance practice of Deloitte, serving in various roles of increasing responsibility through senior manager. Mr. Amello currently serves on the Board of Directors of the New England Baptist Hospital, and is the Chair of the Quality of Care Committee and a member of the Finance and Investment Committee. Mr. Amello also serves on the Board of Directors of Acer Therapeutics Inc. (Nasdaq: ACER), and is a member of the Audit Committee. Mr. Amello holds a B.S. in Accounting from Boston College and is a Certified Public Accountant in the Commonwealth of Massachusetts.

David A. Spellman joined Akebia in June 2020 and is Senior Vice President, Chief Financial Officer and Treasurer. Mr. Spellman has two decades of strategic and operational finance experience in fast growing companies within the biopharmaceutical and healthcare industries. Prior to joining Akebia, Mr. Spellman served as Chief Financial Officer and Chief Business Officer of Intarcia Therapeutics, Inc., a biopharmaceutical company, since November 2019, and as Chief Business Officer at Intarcia from June 2019 to November 2019. From March 2018 to June 2019, Mr. Spellman served as the Chief Financial Officer at Mersana Therapeutics, Inc., a clinical stage antibody drug conjugate company. Before Mersana, Mr. Spellman held various positions at Vertex Pharmaceuticals, Inc., most recently Vice President of Corporate, Commercial and International Finance. While at the company, he also supported the global pricing, reimbursement, and launches of Kalydeco^® and Orkambi^® and the U.S. launch of INCIVEK. Mr. Spellman also spent four years at Millennium Pharmaceuticals where he held several positions in the Finance team, including operating as a member of the VELCADE^® launch team. Mr. Spellman received a B.S. in Economics from The Wharton School, University of Pennsylvania.

Steven K. Burke, M.D.joined Akebia as Senior Vice President, Chief Medical Officer in August 2019.2019 and became Akebia’s Senior Vice President, Research & Development and Chief Medical Officer in 2020. Prior to joining Akebia, he served as Senior VicePresident and Chief Medical Officer of Proteon Therapeutics, Inc., a company developing therapeutics focused on patients with kidney and vascular diseases, from August 2006 to July 2019. From 20002001 to 2006, Dr. Burke previously served as Senior Vice President of Medical and Regulatory Affairs at Genzyme Corporation, where he worked from 2001 to 2006.Corporation. From 1994 to 2001, Dr. Burke held roles at GelTex Pharmaceuticals, Inc.

including Vice President of Clinical Research and Medical Director, and before that he held positions at Glaxo, Inc. Dr. Burke received an A.B. from Harvard College and an M.D. from Cornell University Medical College. He completed a medical residency and fellowship at Brigham and Women’s Hospital and is certified by the American Board of Internal Medicine.

Michel Dahanjoined Akebia in 2013 and is Senior Vice President, Chief Operating Officer. Previously, Mr. Dahan was Akebia’s Senior Vice President,Chief Business Officer from December 2013 to January 2020. Prior to joining Akebia, from 2010 to 2013, Mr. Dahan held various positions at Inspiration Biopharmaceuticals, Inc., a company that filed for protection under Chapter 11 of the U.S. Bankruptcy Code in October 2012 prior to the successful sale of its hemophilia assets to Cangene Corporation and Baxter International in early 2013 for total aggregate consideration that could exceed $1 billion, most recently as Vice President, Commercial Development and Strategic Planning, and led global marketing and commercial development in preparation for two global launches. Prior to that, from 2003 to 2010, Mr. Dahan served in various roles for Ipsen Bioscience, Inc., or Ipsen, most recently as International Product Director, working on global marketing and strategic planning for their hemophilia franchise, and Strategic Planning Director. Previously, he was in Global Business Development and Licensing for Ipsen. He began his career at BNP Paribas in the investment banking division in 2002. He earned his graduate degree in business administration at HEC Paris, (France),France, hismaitrise in mathematics from University Paris VI, (France),France, and he completed an executive education program (PLD) at Harvard Business School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the material elements of our executive compensation policies and decisions for our executive officers named in the “2019“2020 Summary Compensation Table” below, referred to herein as our “named executive officers,” and important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers and is intended to place in perspective the information presented in the following tables and the corresponding narrative.

Executive Summary

Overview

Historically, our executive compensation program has reflected our growth and corporate goals. To date, theThe compensation of our named executive officers has consisted of a combination of base salary, annual cash bonus, long-term equity incentive compensation, and other employee benefits generally available to our employees. Our named executive officers are also entitled to certain compensation and benefits upon certain terminations of employment pursuant to their Executive Severance Agreements as described below.

Our named executive officers for the year ended December 31, 20192020 are as follows:

Our Company

We are a fully integrated biopharmaceutical company focused onwith the development and commercializationpurpose to better the lives of renal therapeutics for people living withimpacted by kidney disease. Our portfolio includes a late-stageAkebia’s lead investigational product candidate, vadadustat, is an oral hypoxia-inducible factor prolyl hydroxylase inhibitor designed to mimic the physiologic effect of altitude on oxygen availability. At higher altitudes, the body responds to lower oxygen availability with stabilization of hypoxia-inducible factor, which can lead to increased red blood cell production and improved oxygen delivery to tissues. Vadadustat recently completed its global Phase 3 clinical development program for the treatment of anemia due to chronic kidney disease, or CKD. Vadadustat is approved and marketed in Japan as a treatment for anemia due to CKD in both dialysis-dependent and non-dialysis dependent adult patients under the trade name Vafseo^TM. In March 2021, we announced that we submitted a New Drug Application to the U.S. Food and Drug Administration, or FDA, for vadadustat for the treatment of anemia due to CKD in both adult patients on dialysis and adult patients not on dialysis. In addition, the Company has a commercial product:

Key Compensation Decisions and Actions in 20192020

The Board of Directors and Compensation Committee took several actions in 20192020 taking into account our compensation philosophy and objectives, the needs and performance of our Company, individual performance, and other factors such as market data and industry best practices.

Compensation Design

Compensation Philosophy and Objectives

TheIn 2020, the goal of our named executive officer compensation policies and programs iswas primarily to pay for performance. Within this overarching principle, there are a number of key objectives thatunderpinning our 2020 named executive officer compensation policies and programs are designed to achieve:programs:

Alignment with Company Strategy

Our named executive officer compensation policies and programs reinforcehave reinforced ourpay-for-performance philosophy. While fixed compensation, such as base salary and benefits, are primarily designed to be competitive in the biopharmaceutical marketplace for employees, a substantial portion of our named executive officers’ compensation is linked to achieving scientific, business, organizational and operational goals.

We provide a significant portion of our executive compensation in the form of long-term incentives (stock options, RSUs and RSUs)PSUs) that vest over time. These equity awards are a key aspect of ourpay-for-performance philosophy and serve to align the interests of our named executive officers with our stockholders, as they are tied to future increases in the value of our stock. Further, we believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. The annual cash bonuses paid to our named executive officers are based entirely on corporate performance goals established by the Board of Directors. Our executives make strategic decisions that influence the Company, and we believe it is appropriate to reward performance against corporate performance goals in that case,in-line with ourpay-for-performance philosophy.

The total target compensation (base salary, target annual cash bonuses and equity incentive awards) for our CEO and our other named executive officers in 20192020 was primarily performance-based, as shown in the charts below:

The Board of Directors, in the case of the CEO, and the Compensation Committee, usesin the case of the other named executive officers, use a comparative framework to assess the named executive officers’ total compensation mix, but doesthey do not have apre-established policy for allocating total compensation. Rather, based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the Company, the Board of Directors and the Compensation Committee, as applicable, subjectively determinesdetermine the appropriate level and mix of total compensation, keeping in mind ourpay-for-performance compensation philosophy. We believe that this approach results in compensation that:

Elements of Executive Compensation

The primary elements of our executive compensation program are:

Introduction of Performance-Based Restricted Stock Unit Awards

In February 2020 our Compensation Committee and Board of Directors, as applicable, approved performance-based restricted stock unit, or PSU, awards to our executive officers. The PSUs vest in connection with the achievement of specified commercial and regulatory milestones to incentivize management to deliver on key milestones necessary to advancing our pipeline and driving future performance of the Company. The PSUs also feature a time-based vesting component, which we believe contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period.

2019 Compensation Decisions and Outcomes

Role of our Compensation Committee and Executive Officers

Our Compensation Committee, comprised entirely of independent directors, is responsible for overseeing our compensation philosophy and operates under a written charter. Among other things, the role of our Compensation Committee is to seek to ensure that compensation decisions represent sound fiscal policy and enable us to attract and motivate qualified personnel, review and approve the compensation of executives other

In making its executive compensation determinations, our Compensation Committee and, if applicable, the full Board of Directors, considers recommendations from our CEO for our named executive officers (other than himself). In making his recommendations, our CEO has access to various third-party compensation surveys and compensation data provided by our Compensation Committee’s compensation consultant, as described below. While our CEO discusses his recommendations for the other named executive officers with our Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by our Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee meetings. No named executive officer is present during voting or deliberations on his or her own compensation.

Our Compensation Committee and Board of Directors also consider the results of the advisory, non-binding vote of our stockholders required by Section 14(a) of the Exchange Act to approve the compensation of our executive officers disclosed in our proxy statement. We first held this vote at the 2020 annual meeting of stockholders and based on the outcome of this vote, our stockholders significantly supported our executive officer compensation. In addition, our stockholders voted to hold this advisory vote every year.

Role of our Compensation ConsultantConsultants

As a part of reviewing, recommending and determining (as applicable) compensation for our named executive officers for the year ended December 31, 2020, with the exception of Mr. Spellman, who joined Akebia as Senior Vice President, Chief Financial Officer and Treasurer in June 2020, the Compensation Committee has engaged Radford as an independent compensation consultant in the second quarter of 2020. As a part of reviewing, recommending and determining (as applicable) compensation for Mr. Spellman for the year ended December 31, 2020 and our named executive officers for the year ending December 31, 2021, the Compensation Committee engaged Pearl Meyer as an independent compensation consultant. We first engaged Pearl Meyer during the second quarter of 2020. Each of Radford providesand Pearl Meyer provided analysis and recommendations to the Compensation Committee regarding:

When requested, Radford or Pearl Meyer consultants, attendas applicable, attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues are discussed. Radford isand Pearl Meyer were engaged by the Compensation Committee and meetseach met with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Radford and Pearl Meyer, the Compensation Committee reviewed the independence of Radfordeach compensation consultant taking into consideration relevant factors, including the absence of other services provided to the Company by Radford,the compensation consultants or their parent company, as applicable, the amount of fees the Company paid to Radfordeach compensation consultant as a percentage of Radford’seach compensation consultant’s or its parent company’s total revenue, as applicable, the policies and procedures of Radfordthe compensation consultants that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Radfordeach compensation consultant with an executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Radfordeach compensation consultant have with any member of theour Compensation Committee, and any stock of the Company owned by Radfordthe compensation consultants or the individual compensation advisors employed by Radford. Theeach compensation consultants.

Our Compensation Committee has determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Radford, Pearl Meyer and the individual compensation advisors employed by Radford and Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Radford isand Pearl Meyer are independent pursuant to the independence standards set forth in The Nasdaq Global Market listing standards promulgated pursuant to Section 10C of the Exchange Act.

compensation to the compensation levels included in this composite assessment. Based on the results of the assessment, the Board of Directors and the Compensation Committee, as applicable, determined that compensation levels for our named executive officers in 20192020 generally reflected market competitive ranges.

Base Salaries

The base salary for our CEO is determined annually by the Board of Directors, upon recommendation by the Compensation Committee. Base salaries for our named executive officers other than our CEO are determined annually by our Compensation Committee. Each such determination is based on the scope of each officer’s responsibilities along with his or her respective experience and contributions to the Company during the prior year. When reviewing base salaries, the Board of Directors and Compensation Committee, as applicable, takes

When reviewing long-term incentive awards, the Board of Directors and Compensation Committee, as applicable, takes factors into account such as blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the Company, but does not assign any specific weighting to any factor. In addition, when reviewing long-term incentive awards, the Board of Directors and Compensation Committee, as applicable, reviews the current equity holdings and vested and unvested positions.positions of the named executive officers.

In addition, from time to time, we make new hire awards as part of our executive compensation program. In 2019,2020, Mr. FaulkinghamSpellman received new hire equity awards consisting of stock options pursuant to our inducement award program and RSUs pursuant to our 2014 Incentive Plan.program. The stock option grant is subject to time-based vesting conditions and vests, subject to continued employment, as follows: 25% of the shares subject to the award vested on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to Mr. Faulkingham’sSpellman’s continued employment through the vesting date.

On February 25, 2021, the Company reported its financial results for the year ended December 31, 2020. Subsequently, in accordance with the terms of the PSU grants, in March 2021, the Compensation Committee certified the achievement of a specified commercial milestone. The RSUs become 100%Compensation Committee determined the total number of PSUs eligible to vest for each grantee with respect to the achievement of such commercial milestone. One third of such PSUs vested on March 31, 2021 and an additional one third will vest on each of February 28, 2022 and February 28, 2023, subject to the anniversaryexecutive officer’s continued service on each vesting date and any other applicable terms. Depending on if and when any additional milestone is achieved, in accordance with the terms of the grant, date.the Compensation Committee will determine the number of PSUs eligible to vest and confirm the time-based vesting schedule that will apply to such shares, with the final vesting occurring on February 28, 2023.

Although we achieved certain financial goals during 2020, our stock price has remained volatile. As a result, the fair market value of our long-term incentive grants granted in 2020 is significantly lower than the grant date value. In addition, the long-term incentive grants that we have made to date in 2021, are, on average, more than 50% lower in grant date value than our 2020 grants.

Other Benefits

We offer a 401(k) plan to eligible employees, and our Amended and Restated 2014 Employee Stock Purchase Plan and basic health benefits that are generally available to all of our employees, including our named executive officers. In accordance with the 401(k) plan, all eligible employees may contribute a percentage of compensation up to a maximum of the statutory limitslimit per year. Company contributions to the 401(k) plan are discretionary, and contributions in the amount of approximately $1.1$1.6 million and $0.3$1.3 million were made by the Company to the 401(k) plan in the fiscal years ended December 31, 20192020 and December 31, 2018,2019, respectively.

Tax and Accounting Considerations

While our Compensation Committee generally considers the tax and accounting implications of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in 2019.2020.

Compensation Practices and Risk

As part of its responsibilities, the Compensation Committee reviews the impact of our executive compensation program and the associated incentives to determine whether they present a significant risk to us. The Compensation Committee has concluded, based on its reviewsreview and analysis of our compensation policies and procedures, that such policies and procedures are not reasonably likely to have a material adverse effect on us. In making this determination, our Compensation Committee considered the following:

Grants of Plan-Based Awards

The following table sets forth information regardingnon-equity and equity awards granted to each of our named executive officers during the year ended December 31, 2019.2020. Allnon-equity incentive plan awards were made pursuant to our Cash Incentive Plan described in more detail above. WeIn 2020, we granted RSUs and stock option awards to our named executive officers in 2019 in recognitionto provide an incentive to our named executive officers to remain employed with us during the vesting period. We also granted PSUs to our named executive officers to incentivize our named executive officers to deliver on key milestones necessary to advancing our pipeline, drive future performance of performance in 2018, except forthe Company and remain employed by us during the vesting period. Mr. Faulkingham,Spellman, who joined the Company